-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWtWlDpgQiwZesTvvsydXsfe7+lC11KB9lzDU9hAuDfl+3ZscPeYU6KC4GVICMh/ 2PSgsQbqnYWyltg+IBmS/g== 0000950129-99-000692.txt : 19990225 0000950129-99-000692.hdr.sgml : 19990225 ACCESSION NUMBER: 0000950129-99-000692 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990224 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13461 FILM NUMBER: 99548808 BUSINESS ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 350 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134676268 MAIL ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 350 CITY: HOUSTON STATE: TX ZIP: 77024 8-K 1 GROUP 1 AUTOMOTIVE, INC. - DATED 2/24/99 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 24, 1999 GROUP 1 AUTOMOTIVE, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13461 76-0506313 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 950 ECHO LANE, SUITE 350 HOUSTON, TEXAS 77024 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 467-6268 2 ITEM 5. OTHER EVENTS The purpose of this report is to permit the registrant to file herewith those exhibits listed in Item 7(c) below. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit Exhibit No. Description of Exhibit 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee under the Subordinated Indenture (which Subordinated Indenture is incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (File No. 333-69693)). 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 24, 1999 GROUP 1 AUTOMOTIVE, INC. By: /s/ Scott L. Thompson ----------------------------------------------- Name: Scott L. Thompson Title: Senior Vice President -- Chief Financial Officer and Treasurer 3 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee under the Subordinated Indenture (which Subordinated Indenture is incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (File No. 333-69693)).
EX-25.1 2 FORM T-1 STATEMENT OF ELIGIBILITY 1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) ------------------ IBJ WHITEHALL BANK & TRUST COMPANY (Exact name of trustee as specified in its charter) New York 13-6022258 (Jurisdiction of incorporation (I.R.S. employer or organization if not a U.S. national bank) identification No.) One State Street, New York, New York 10004 (Address of principal executive offices) (Zip code) LUIS PEREZ, ASSISTANT VICE PRESIDENT IBJ WHITEHALL BANK & TRUST COMPANY One State Street New York, New York 10004 (212) 858-2000 (Name, address and telephone number of agent for service) Group 1 Automotive, Inc. (Exact name of Registrant as specified in its charter) Delaware 76-0506313 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 950 Echo Lane, Suite 350 Houston, Texas 77024 (Address of principal executive offices) (Zip code) % Senior Subordinated Notes Due 2009 (Title of indenture securities) 2 Item 1. General information Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department Two Rector Street New York, New York Federal Deposit Insurance Corporation Washington, D.C. Federal Reserve Bank of New York Second District, 33 Liberty Street New York, New York (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None 2 3 (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligors are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None Item 16. List of exhibits. List below all exhibits filed as part of this statement of eligibility. *1. A copy of the Charter of IBJ Whitehall Bank & Trust Company as amended to date. (See Exhibit 1A to Form T-1, Securities and Exchange Commission File No 22-18460 and Exhibit 25.1 to Form T-1, Securities and Exchange Commission File No. 333-46849). *2. A copy of the Certificate of Authority of the trustee to Commence Business (Included in Exhibit 1 above). *3. A copy of the Authorization of the trustee to exercise corporate trust powers, as amended to date (See Exhibit 4 to Form T-1, Securities and Exchange Commission File No. 22-19146). *4. A copy of the existing By-Laws of the trustee, as amended to date (See Exhibit 25.1 to Form T-1, Securities and Exchange Commission File No. 333-46849). 5. Not Applicable 6. The consent of United States institutional trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. * The Exhibits thus designated are incorporated herein by reference as exhibits hereto. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. 3 4 NOTE In answering any item in this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor and its directors or officers, the trustee has relied upon information furnished to it by the obligor. Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base responsive answers to Item 2, the answer to said Item is based on incomplete information. Item 2, may, however, be considered as correct unless amended by an amendment to this Form T-1. Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and 16 of this form since to the best knowledge of the trustee as indicated in Item 13, the obligor is not in default under any indenture under which the applicant is trustee. 4 5 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, IBJ Whitehall Bank & Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility & qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 23rd day of February, 1999. IBJ WHITEHALL BANK & TRUST COMPANY By: /s/Luis Perez ----------------------------- Luis Perez Assistant Vice President 6 EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the issuance by Group 1 Automotive, Inc., of its % Senior Subordinated Notes due 2009, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. IBJ WHITEHALL BANK & TRUST COMPANY By: /s/LUIS PEREZ ----------------------------- Luis Perez Assistant Vice President Dated: February 23, 1999 7 EXHIBIT 7 CONSOLIDATED REPORT OF CONDITION OF IBJ SCHRODER BANK & TRUST COMPANY OF NEW YORK, NEW YORK AND FOREIGN AND DOMESTIC SUBSIDIARIES REPORT AS OF DECEMBER 31, 1998
DOLLAR AMOUNTS IN THOUSANDS -------------- ASSETS ------ 1. Cash and balance due from depository institutions: a. Non-interest-bearing balances and currency and coin..........................................$ 26,852 b. Interest-bearing balances....................................................................$ 17,489 2. Securities: a. Held-to-maturity securities..................................................................$ -0- b. Available-for-sale securities................................................................$ 207,069 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFs Federal Funds sold and Securities purchased under agreements to resell...........................$ 80,389 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income.......................................$ 2,033,599 b. LESS: Allowance for loan and lease losses......................................$ 62,853 c. LESS: Allocated transfer risk reserve..........................................$ -0- d. Loans and leases, net of unearned income, allowance, and reserves............................$ 1,970,746 5. Trading assets held in trading accounts..........................................................$ 848 6. Premises and fixed assets (including capitalized leases).........................................$ 1,583 7. Other real estate owned..........................................................................$ -0- 8. Investments in unconsolidated subsidiaries and associated companies..............................$ -0- 9. Customers' liability to this bank on acceptances outstanding.....................................$ 340 10. Intangible assets................................................................................$ 11,840 11. Other assets.....................................................................................$ 66,691 12. TOTAL ASSETS.....................................................................................$ 2,383,847
8 LIABILITIES ----------- 13. Deposits: a. In domestic offices..........................................................................$ 804,562 (1) Noninterest-bearing............................................................$ 168,822 (2) Interest-bearing...............................................................$ 635,740 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs................................$ 885,076 (1) Noninterest-bearing............................................................$ 16,554 (2) Interest-bearing...............................................................$ 868,522 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal Funds purchased and Securities sold under agreements to repurchase.......................$ 225,000 15. a. Demand notes issued to the U.S. Treasury......................................................$ 674 b. Trading Liabilities..........................................................................$ 560 16. Other borrowed money: a. With a remaining maturity of one year or less................................................$ 38,002 b. With a remaining maturity of more than one year..............................................$ 1,375 c. With a remaining maturity of more than three years...........................................$ 1,550 17. Not applicable. 18. Bank's liability on acceptances executed and outstanding.........................................$ 340 19. Subordinated notes and debentures................................................................$ 100,000 20. Other liabilities................................................................................$ 74,502 21. TOTAL LIABILITIES................................................................................$ 2,131,641 22. Limited-life preferred stock and related surplus.................................................$ N/A EQUITY CAPITAL 23. Perpetual preferred stock and related surplus....................................................$ -0- 24. Common stock.....................................................................................$ 28,958 25. Surplus (exclude all surplus related to preferred stock).........................................$ 210,319 26. a. Undivided profits and capital reserves.......................................................$ 11,655 b. Net unrealized gains (losses) on available-for-sale securities...............................$ 1,274 27. Cumulative foreign currency translation adjustments..............................................$ -0- 28. TOTAL EQUITY CAPITAL.............................................................................$ 252,206 29. TOTAL LIABILITIES AND EQUITY CAPITAL.............................................................$ 2,383,847
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